Sanuwave Health (SNWV) Proxy Filing summary

Executive summary

• Solicitation seeks stockholder approval for a reverse stock split (1-for-300 to 1-for-500) and a new 2024 Equity Incentive Plan, both recommended by the board.

• The reverse stock split aims to avoid default on convertible notes, facilitate potential Nasdaq uplisting, and attract institutional investors.

• The 2024 Equity Incentive Plan is designed to replace the depleted prior plan and support long-term value creation and talent retention.

• Written consents are solicited until the earlier of majority approval, board termination, or September 30, 2024.

Voting matters and shareholder proposals

• Proposal 1: Approve amendment for a reverse stock split at a ratio between 1-for-300 and 1-for-500, at the board's discretion.

• Proposal 2: Approve the 2024 Equity Incentive Plan, replacing the prior plan.

• Both proposals require majority consent of outstanding shares as of July 17, 2024.

• Abstentions and broker non-votes count as votes against both proposals.

• Board recommends voting FOR both proposals.

Board of directors and corporate governance

• Board retains discretion to implement or abandon the reverse stock split before December 31, 2024.

• Board or delegated committees will administer the new equity plan, including award terms and eligibility.

• Board members and executives collectively own 36.6% of outstanding shares.